PERRIGO Co plc 8-K, filed Sep 11, 2023
PERRIGO Co plc (PRGO)
About this 8-K
PERRIGO Co plc filed this 8-K on September 11, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 11, 2023, James Dillard III and Perrigo Company plc (“Perrigo” or the “Company”) agreed to a mutual separation, such that Mr. Dillard will no longer serve as Executive Vice President (“EVP”) & President, Consumer Self-Care Americas of the Company and all relevant subsidiaries and affiliates effective the same day. Mr. Dillard will continue in an advisory capacity until September 30, 2023.
In connection with his separation, the Company will enter into a Waiver and Release Agreement with Mr. Dillard on or about October 1, 2023 (the “Agreement”). The Agreement will provide Mr. Dillard with the same severance benefits that he would otherwise be entitled to in an involuntary termination without cause pursuant to the Perrigo Company plc U.S. Severance Policy, including one year of base salary, a prorated incentive bonus, Company-paid COBRA benefits and continued vesting of outstanding equity awards. The Agreement will further provide that such base salary payments be made on the Company’s regularly scheduled payroll intervals through February 29, 2024 with the remainder of the base salary and the prorated incentive bonus to be paid as a lump sum by March 15, 2024, subject to the following offset.
The Agreement will also include a provision confirming Mr. Dillard’s obligation to remit to the Company an amount equal to his expected tax refund from Irish Revenue, which Mr. Dillard owes to the Company in connection with the Company’s tax equalization policy. If such reimbursement is not made to the Company by March 15, 2024, the Company will offset the remaining base salary and prorated incentive bonus that would be payable on March 15, 2024 by such amount, with any remaining amounts owed to Perrigo to be paid directly by Mr. Dillard. The Agreement will also contain customary non-disparagement and cooperation obligations as well as a release of claims by Mr. Dillard.
| Item 8.01 | Other Information. |
On September 11, 2023, the Company announced the appointment of Catherine “Triona” Schmelter as EVP and President, Consumer Self-Care Americas and Global Portfolio Optimization effective immediately. Prior to joining Perrigo, Ms. Schmelter was most recently at Treehouse Foods, where she most recently served as the Chief Transformation Officer, responsible for growth acceleration and capability building initiatives.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| (Registrant) | ||||||
| PERRIGO COMPANY PLC | ||||||
| By: | /s/ Eduardo Bezerra | |||||
| Dated: September 11, 2023 | Eduardo Bezerra | |||||
| Chief Financial Officer | ||||||